|  |  |  |
| --- | --- | --- |
|   | (c) | Qualifications: Any transferee of Lessor’s interest in the Lease pursuant to a transfer described in subsection (b) of Section 14.2, the effect of which is to result in a
release of Lessor from its obligations under the Lease, shall meet each of the requirements set forth in the following clauses (x), (y) and (z), and any assignee pursuant to a Security Assignment shall meet the requirement set forth in the following
clause (z): (x)(i) at the time of the transfer have a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000), or (ii) at the time of the transfer be a Person with debt obligations having an
investment grade rating of BBB- or better by an equivalent rating of Standard & Poor’s Corporation or an equivalent rating by Moody’s Investors Services, Inc. and Lessor’s payment obligations owed to Lessee under the Lease
(including Lessor’s payment obligations to other Persons required to perform obligations owed to Lessee under the Lease) shall rank at least *pari passu* with Lessor’s rated, unsecured debt obligations or, in the absence of such rated
obligations, all of Lessor’s unsecured, unsubordinated debt obligations, or (iii) have its payment obligations under the Lease absolutely and unconditionally guaranteed by such a Person described in the foregoing section (i) or (ii), (y) be
organized under the Laws of the United States or any state thereof, or hold its interest through an owner trust or other entity that qualifies for FAA registration of the Aircraft, and (z) not be an airline or an Affiliate of an airline; and
 |